<PAGE>
                                                                    EXHIBIT 10.2
                                  AGREEMENT AND
                  AMENDMENT TO CAPITAL STOCK PURCHASE AGREEMENT

         This AGREEMENT AND AMENDMENT TO CAPITAL STOCK PURCHASE AGREEMENT is
made and entered into this ___ day of March 2000 by and among CORE, INC., a
Massachusetts corporation ("CORE"), DISABILITY REINSURANCE MANAGEMENT SERVICES,
INC., a Delaware corporation ("DRMS"), and MICHAEL D. LACHANCE, JAMES T. FALLON,
LISA O. HANSEN, DAVID C. MITCHELL AND DAVID K. RICH (each a "Stockholder" and
collectively the "Stockholders").

         WHEREAS, CORE, DRMS and the Stockholders are the parties to a certain
Capital Stock Purchase Agreements dated as of August 31, 1998 pursuant to which
CORE purchased all of the issued and outstanding shares of capital stock of DRMS
from the Stockholders (the "DRMS Stock Purchase Agreement"); and

         WHEREAS, in connection with the DRMS Stock Purchase Agreement, each of
the Stockholders entered into a separate Employment Agreement with DRMS as of
August 31, 1998 (each an "Employment Agreement" and collectively, the
"Employment Agreements"), providing for, subject to the terms and conditions set
forth therein, the continued employment of each Stockholder for a certain Term
(as defined therein); and

         WHEREAS, under Section 1.2(a)(ii) of the DRMS Stock Purchase Agreement,
the Stockholders were to receive certain Additional Consideration (consisting of
up to Three Hundred Seventy-Five Thousand (375,000) shares of Core Common
Stock), in the event DRMS was able to meet certain earnings levels for a
Measuring Period equal to the twelve (12) consecutive quarters following CORE's
purchase of the DRMS capital stock from the Stockholders (as described in
EXHIBIT A to the DRMS Stock Purchase Agreement); and

         WHEREAS, in recognition of DRMS' favorable earnings performance to
date, the Stockholders' contribution to that performance and the willingness of
certain of the Stockholders to take on additional responsibilities under the
Employment Agreements, CORE is willing to pay the full Additional Consideration
to all the Stockholders prior to the end of the Measuring Period, subject to the
restrictions on transfer and other provisions hereof.

         NOW THEREFORE, in consideration of the mutual covenants hereinafter set
forth, and for other good and valuable consideration, the receipt of which is
hereby acknowledged by all parties hereto, the parties hereto hereby agree as
follows:

1.   PAYMENT OF ADDITIONAL CONSIDERATION IN FULL. Notwithstanding the provisions
     of EXHIBIT A to the DRMS Stock Purchase Agreement, on April 1, 2000, CORE
     shall pay to the Stockholders the full Additional Consideration of Three
     Hundred Seventy-Five Thousand (375,000) shares of CORE Common Stock by
     issuing said shares to the Stockholders in accordance with the allocation
     set forth on SCHEDULE A hereto.


<PAGE>

2.   AMENDMENT OF EMPLOYMENT AGREEMENTS. James T. Fallon, Lisa O. Hansen and
     Michael D. Lachance, each agree to execute and deliver an amendment to his
     or her Employment Agreement substantially in the form of EXHIBIT I hereto
     expanding his or her duties thereunder.

3.   STOCKHOLDER REPRESENTATIONS AND WARRANTIES. Each Stockholder acknowledges
     that he or she made certain representations and warranties with respect to
     the DRMS Stock Purchase Agreement and each is willing to make substantially
     similar representations and warranties with respect to this Agreement.
     Accordingly, each Stockholder represents and warrants (with respect to
     himself or herself and not with respect to the other Stockholders) that:

                  (a) Such Stockholder is an individual whose residential
                  address is set forth on SCHEDULE A hereto. None of the
                  Stockholders are corporations, partnerships or any other type
                  of entity.

                  (b) Such Stockholder has full power and authority to execute
                  and deliver this Agreement and to perform his or her
                  obligations hereunder. This Agreement constitutes the valid
                  and legally binding obligation of such Stockholder,
                  enforceable in accordance with its terms and conditions. Such
                  Stockholder need not give any notice to, make any filing with,
                  or obtain any authorization, consent, or approval of any
                  government or governmental agency in order to consummate the
                  transactions contemplated by this Agreement.

                  (c) Neither the execution and the delivery of this Agreement,
                  nor the consummation of the transactions contemplated hereby,
                  will (i) violate any constitution, statute, regulation, rule,
                  injunction, judgment, order, decree, ruling, charge, or other
                  restriction of any government, governmental agency, or court
                  to which such Stockholder is subject, or (ii) conflict with,
                  result in a breach of, constitute a default under, result in
                  the acceleration of, create in any party the right to
                  accelerate, terminate, modify, or cancel, or require any
                  notice under any agreement, contract, lease, license,
                  instrument, or other arrangement to which such Stockholder is
                  a party or by which he or she is bound or to which any of his
                  or her assets is subject.

                  (d) Such Stockholder (i) understands that the shares of CORE
                  Common Stock to be issued to him or her as provided in this
                  Agreement have not been, and will not be, registered under the
                  Securities Act, or under any state securities laws, and are
                  being offered and sold in reliance upon federal and state
                  exemptions for transactions not involving any public offering,
                  (ii) is acquiring such CORE Common Stock solely for his or her
                  own account for investment purposes, and not with a view to
                  the distribution thereof, (iii) is a sophisticated investor
                  with knowledge and experience in business and financial
                  matters who is capable of evaluating the merits and risks of
                  owning CORE Common Stock), (iv) has had the opportunity to
                  obtain information concerning CORE as desired, including the
                  opportunity to ask questions of CORE's management in order to
                  evaluate the merits and the risks inherent in holding CORE
                  Common Stock, (v) is able to bear the economic risk and lack
                  of liquidity inherent in holding CORE Common Stock, (vi)
                  understands that no federal or state agency has passed upon
                  the shares of CORE Common Stock to be issued as provided in
                  this Agreement or made any

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<PAGE>

                  finding or determination as to the fairness of this
                  transaction, (vii) understands that there are substantial
                  risks incident to an investment in CORE Common Stock,
                  including, without limitation, those set forth in the document
                  entitled "CORE, Inc. Risk Factors" provided to each
                  Stockholder in August 1998 in connection with the DRMS Stock
                  Purchase Agreement, (viii) understands that the holders of
                  CORE Common Stock, including the Stockholders (as defined in
                  this Agreement) are not assured of any return on an investment
                  in CORE Common Stock, and (ix) is not relying on CORE with
                  respect to individual tax or other economic considerations
                  involved in this transaction.

         (e)      Such Stockholder has carefully reviewed and understands this
                  Agreement, the DRMS Stock Purchase Agreement and all documents
                  related thereto or provided in connection therewith
                  (including, without limitation, the document entitled "CORE,
                  Inc. Risk Factors").

         (f)      Such Stockholder is an "Accredited Investor" as such term is
                  defined under the Securities Act or 1933, as amended (the
                  "Securities Act"), and the rules and regulations promulgated
                  thereunder, as he or she falls within at least one of the
                  following categories:

                  (i) a natural person whose individual net worth, or joint net
                  worth with that person's spouse, at the time of his or her
                  purchase exceeds $1,000,000; or

                  (ii) a natural person who had an individual income in excess
                  of $200,000 in each of the two most recent years or joint
                  income with that person's spouse in excess of $300,000 in each
                  of those years and who has a reasonable expectation of
                  reaching the same income level in the current year.

4. RESTRICTIONS ON TRANSFER. Each Stockholder further covenants and agrees (with
respect to himself or herself and not with respect to the other Stockholders)
that prior to September 30, 2001, he or she will not (i) directly or indirectly,
offer, sell, assign, transfer, encumber, pledge, contract to sell, sell any
option or contract to purchase, purchase any option or contract to sell, grant
any option, right or warrant to purchase, lend, or otherwise dispose of, other
than by operation of law, any shares of CORE Common Stock to be issued
hereunder, or (ii) enter into any swap or other arrangement that transfers to
another, in whole or in part, any of the economic consequences of ownership of
the shares of CORE Common Stock to be issued hereunder.

 In addition, with respect to the shares of CORE Common Stock to be issued
hereunder, each Stockholder hereby defers, from the date hereof until September
30, 2001, any and all rights that he or she would otherwise have under that
certain Registration Rights Agreement between CORE and the Stockholders dated
August 31, 1998 (the "Registration Rights Agreement"), said Registration Rights
Agreement being, in effect, suspended until September 30, 2001 with respect to
the shares of CORE Common Stock to be issued hereunder. However, there shall be
no suspension or diminution of Stockholders rights under the Registration Rights
Agreement with respect to the shares of CORE Common Stock issued to Stockholders
on August 31, 1998.

The restrictions set forth in the first paragraph of this Section and the waiver
set forth in the preceding paragraph shall be null, void and without effect in
the event there occurs a change in control of CORE prior to September 30, 2001.
For purposes of this Agreement, a "change in control of CORE" shall be deemed to
have occurred if:

                                       3
<PAGE>

         (a)      there is a merger or consolidation of CORE in which CORE is
                  not the continuing or surviving corporation;

         (b)      CORE sells substantially all of its assets to a single
                  purchaser or to a group of associated purchasers;

         (c)      at least two-thirds of the outstanding common stock of CORE is
                  sold, exchanged or otherwise disposed of in one transaction or
                  in a series of related transactions;

         (d)      any person or entity becomes directly or indirectly the owner
                  or beneficial owner of 50% or more of CORE's outstanding
                  common stock;

         (e)      individuals who at the date hereof constitute the Board of
                  Directors of CORE cease to constitute a majority thereof,
                  PROVIDED THAT such change is the direct or indirect result of
                  a proxy fight and contested election for positions on the
                  Board; or

         (f)      the Board of Directors of CORE determines in its sole and
                  absolute discretion that there has been a change in control of
                  CORE.

4A. Notwithstanding any provision of this Agreement to the contrary, if
otherwise permissible under securities laws and other laws, the provisions of
Section 4 shall not restrict any Stockholder's ability to:

          (a)     transfer CORE Common Stock to his or her spouse or children or
                  to a testamentary or INTER VIVOS trust created for the benefit
                  of his or her spouse, children or other heirs, provided such
                  transferee shall agree in writing to the restrictions on
                  transfer set forth in Section 4;

         (b)      transfer CORE Common Stock after his or her death or
                  disability;

         (c)      transfer CORE Common Stock at any time after either CORE or
                  DRMS terminates the Stockholder's employment other than for
                  cause;

         (d)      vote to approve, or dissent from, any merger, consolidation or
                  substantial sale of assets by CORE;

         (e)      transfer CORE Common Stock pursuant to any offer by CORE to
                  redeem CORE Common Stock; or

         (f)      transfer CORE Common Stock pursuant to any tender offer for
                  CORE Common Stock subject to Regulations 14D and 14E.

         5. AFFECT ON OTHER PROVISIONS OF DRMS STOCK PURCHASE AGREEMENT OR
         RELATED AGREEMENTS.

         (a)      Other than as set forth above, the parties are not amending or
                  revising any continuing obligations under the DRMS Stock
                  Purchase Agreement, the

                                       4
<PAGE>

                  Employment Agreements, the Registration Rights Agreement or
                  any other related agreements.

         (b)      Any capitalized term used but not defined herein shall have
                  the meaning as set forth in the DRMS Stock Purchase Agreement.

         (c)      The provisions of Article VI of the DRMS Stock Purchase
                  Agreement shall govern any and all breaches or violations or
                  alleged breaches or violations of this Agreement.

         IN WITNESS WHEREOF, the parties hereto have executed this AGREEMENT as
of the date first above written.


DISABILITY REINSURANCE
MANAGEMENT SERVICES, INC.                             CORE, INC.


By: /s/  George C. Carpenter IV                  By: /s/  George C. Carpenter IV
    ---------------------------                      ---------------------------
Title: Vice President                            Title: Chairman and Chief
                                                        Executive Officer



    /s/ Michael D. Lachance                          /s/ James T. Fallon
    ---------------------------                      ---------------------------
    MICHAEL D. LACHANCE                              JAMES T. FALLON



    /s/ Lisa O. Hansen                               /s/ David C. Mitchell
    --------------------------------                 ---------------------------
    LISA O. HANSEN                                   DAVID C. MITCHELL



                                  /s/ David K. Rich
                                  ------------------
                                  DAVID K. RICH



ATTACHMENTS

Schedule A - Allocation of 375,000 shares of CORE Common Stock, including
addresses Exhibit I - Form of Amendment Number 1 to Employment Agreement

                                       5
<PAGE>

                                   SCHEDULE A
         TO AGREEMENT AND AMENDMENT TO CAPITAL STOCK PURCHASE AGREEMENT

                ALLOCATION OF 375,000 SHARES OF CORE COMMON STOCK

<TABLE>
<CAPTION>
NAME AND ADDRESSES                                 NUMBER OF SHARES
<S>                                                    <C>             <C>
James T. Fallon                                        101,250         (27.0%)
Essex Drive
Yarmouth, ME 04096

Lisa O. Hansen                                         101,250         (27.0%)
429 Old Ocean House Road
Cape Elizabeth, ME 04107

Michael D. Lachance                                    101,250         (27.0%)
8 Schooner Ridge Road
Cumberland Foreside, ME 04110

David C. Mitchell                                        24,375         (6.5%)
24 Cole Field Road
Cape Elizabeth, ME 04107

David K. Rich                                            46,875        (12.5%)
10 Long Sands Road
Center Ossipee, NH 03814
                                                        -------
                                               TOTAL:   375,000         (100%)
</TABLE>


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